General Terms and Conditions

Leaf Systems GmbH / Julius-Hatry-Straße 1 Office C333 / 68163 Mannheim

1 – License agreements and sales contracts for the metris POS system

During the contract term and in accordance with the terms of the individually negotiated conditions and other contents of the customer contract, the customer may access and use the services, products, and/or other additional services they have subscribed to, regardless of whether it is a paid license agreement, a free trial, or any other promotional offer, as specified in the respective invoice or the offer and/or contract signed by the customer. Each product may include updates, cloud-based services, support services, applications, or documentation, each of which is subject to the terms of the concluded customer contract.

Leaf Systems GmbH primarily distributes its solutions and services through specialized retail partners in Germany, Austria, and Switzerland. The collaboration with these certified specialist dealers is standardized through appropriate contracts, allowing these authorized companies to act on behalf of Leaf Systems GmbH and to mediate and countersign customer contracts for Leaf Systems.

The customer is solely responsible for all actions taken under the access data of their metris account, regardless of whether these actions are carried out by the customer themselves, their employees, or a third party. The customer is responsible for protecting all account access data, as well as other passwords and PINs, in their possession. Leaf Systems GmbH is not liable for losses and/or damages resulting from unauthorized use of the customer’s account.

2 – Mediation of integrated services and solutions from other manufacturers

Leaf Systems GmbH collaborates with other manufacturers in many use cases (payment services / reservation systems / digital receipt, etc.) and offers integrations into/on the metris POS system to some extent. Leaf Systems GmbH is not liable for the correct functioning of these services and solutions from other manufacturers. Leaf Systems GmbH merely acts as an intermediary and has no influence on the functioning and technology in general for the services and solutions of third-party providers.

3 – Disclaimer of liability for the use of old or third-party hardware

In many cases, the metris POS solution from Leaf Systems GmbH can also be deployed on hardware already installed at the customer’s site. This often occurs when replacing previous providers.

In these and other cases, Leaf Systems GmbH is released from any liability as soon as existing hardware components, not supplied and/or installed by Leaf Systems itself or its specialized retail partners, cause malfunctions or are/ become defective. This also applies to existing network structures at customer sites that are outdated and/or incorrectly installed (incorrect cables / defective routers, etc.).

4 – Granting of licenses

During the contract term, Leaf Systems GmbH grants the customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the services and solutions, and allows its employees and all other users who access and use the products on behalf of the customer. The customer agrees that all rights, titles, and interests in and to all intellectual property rights in the products, as well as all modifications, enhancements, scripts, and other derivative works of the products provided or developed by Leaf Systems GmbH, including beta technology, are the exclusive property of Leaf Systems GmbH or its licensors. All rights not expressly granted to the customer hereunder are reserved by Leaf Systems GmbH.

5 – License restrictions

The customer and all users are not permitted to decompile the source code, underlying ideas, algorithms, or file formats, or to make any other changes. In the event of violations, the right to use will be terminated immediately and legal action will be taken. This applies especially in the case of attempts to create a similar or competing product and/or service. Any deliberate and/or intentional misuse and/or manipulation of the system itself or the stored data, especially for the purpose of result optimization or tax evasion, will lead to the immediate termination of usage rights. Any actions by the customer with the POS solution that are not in compliance with the law will lead to the immediate termination of the license agreement or the sales contract.

6 – Contract term

The contract term is generally indefinite, otherwise, the individually agreed term is regulated in the customer contract. The notice period is always 1 month to the end of the month. The customer can terminate the contract by sending a registered letter or an email to the account

Purchase licenses cannot be terminated within a month; the agreed terms are fixed in the purchase contracts and are paid in advance. A refund afterwards is not possible.

Any temporary suspensions of use and payment must be individually and separately agreed upon with Leaf Systems GmbH.

7 – Fees and payment services

Unless otherwise agreed in the customer contract, the customer pays the agreed sum to Leaf Systems GmbH monthly by direct debit. Annual licenses are also paid in advance in one sum by direct debit.

Purchase licenses with individual terms are paid in advance in full in one sum by direct debit.

Otherwise, the agreed terms and conditions from the respective customer contract always apply.

In the event of a payment delay, Leaf Systems GmbH reserves the right to assign the outstanding amounts plus interest and handling fees to a debt collection service provider. After a proper dunning process, the contract and the associated usage rights terminate. In these cases, Leaf Systems GmbH is no longer obligated to perform its services.

8 – Security / Data Protection / Data Retention

Leaf Systems GmbH guarantees its customers and business partners the highest security features for data retention. The cloud-based POS system metris is operated through certified data centers in the Federal Republic of Germany. Thus, the stored data is within the scope of German fiscal legislation and is always available at short notice. This is permanently guaranteed for the customer, especially in the case of audits by the regional financial authorities.

Leaf Systems GmbH guarantees that all of a customer’s stored data will be kept in the system for 10 years, making it accessible to the customer, their tax advisor, and the authorities. This applies particularly in the event of termination by the customer. The access data remains valid, and the data can be viewed or downloaded for 10 years after the termination. There are no additional costs for this.

Licensees and users of all solutions from Leaf Systems GmbH and its partners are expressly advised
that possible recourse claims resulting from improper operation and/or manipulation by the users themselves or by third parties
can never be attributed to Leaf Systems. The liability for this must always be borne by the licensees and users themselves, a
A transfer of liability for the aforementioned reasons is excluded. This applies particularly in the case of recourse claims due to cash register inspections
and other audits by the tax offices, which can result in additional payments or estimated tax assessments.

9 – Maintenance activities and product changes

It may be necessary for Leaf Systems GmbH to perform scheduled and/or unscheduled maintenance work, or to repair or upgrade the product remotely. This may temporarily degrade the quality of the services or lead to a partial or complete failure of the product. Leaf Systems GmbH will endeavor to carry out such work at times that least disrupt the customers’ business operations. The customers will cooperate in the execution of such work if necessary.

Leaf Systems GmbH is entitled to supplement, remove, modify, or discontinue products and solutions or a component or version thereof at any time, which may obligate customers to take certain actions, including, but not limited to, installing specific patches, fixes, or updates, upgrading to a new version of a product or solution, and/or migrating to an alternative product or solution. This may happen to ensure compliance with legal regulations or generally for security reasons. The termination of cooperation with a third-party provider may also require such measures.

10 – Applicable Law / Jurisdiction / Severability Clause

This contract is subject to the legislation of the Federal Republic of Germany and shall be interpreted in accordance with it. Mannheim is agreed upon as the jurisdiction.

If one or more provisions of this contract are found to be invalid, unlawful, or unenforceable by a competent court in any respect, the validity, legality, and enforceability of the remaining provisions of these General Terms and Conditions shall remain unaffected.

Mannheim, 07-2022

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